TO
THE MEMBERS OF
THE COMPANY
OMEGA INTERACTIVE TECHNOLOGIES LIMITED
Your Directors feel great pleasure in presenting the 30th Annual Report
on the business and operations of the Company together with the Audited Financial
Statements for the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
| S. NO. PARTICULARS |
CURRENTYEARENDED 31st MARCH, 2024 |
PREVIOUS YEAR ENDED 31ST MARCH, 2023 |
| 1. Total Revenue |
9.00 |
19.08 |
| 2. Other Income |
5.31 |
5.26 |
| 3. Total Income |
14.31 |
24.34 |
| Rs Less: Total Expenses |
23.11 |
16.73 |
| Profit before exceptional items and tax |
(8.80) |
7.61 |
| 6. Exceptional Items |
- |
- |
| 7. Profit before Tax |
(8.80) |
16.73 |
| 8. Less: Tax Expenses |
- |
- |
| 9. Current Tax |
88S |
1.93 |
| 10. Less: Excess provision for Tax of earlier periods written
back |
- |
- |
| 11. Profit after Tax |
(8.80) |
5.68 |
| 12. Earnings per share (EPS) |
|
|
| 13. Basic |
(1.76) |
1.14 |
| 14. Diluted |
(1.76) |
1.14 |
2. REVIEW OF OPERATIONS
During the year under review, the Company's Revenue from Operations
stood at Rs. 9,00,000/-compared to Rs. 19,08,030/- in the previous year. The Net Loss for
the year stood at Rs. 8,80,000/- as against profit of Rs. 7,61,000/- reported in the
Previous Year.
3. CHANGE IN MANAGEMENT AND CONTROL
In view of the appointments and resignation of Directors in the Board
of the Company following is the revised Composition of the Board;
| SR NAME OF THE NO DIRECTORS |
DESIGNATION |
DIN/PAN |
STATUS |
| 1 PANKAJ BAID |
Non-Executive Independent Director |
07462097 |
Non- Executive Independent Director |
| 2 DIVYA SAVJIBHAI THAKOR |
Non Executive Director |
08845886 |
Non Executive Director |
| 3 ARUN KUMAR |
Executive Director |
09055964 |
Executive Director |
4. DIVIDEND
Your Directors have not recommended any dividend for the year ended
31st March, 2024, in order to plough back the profits for future growth and development of
the Company.
5. TRANSFER TO RESERVES
During the year under review, the company has not transferred any
amount to reserves.
6. CHANGES IN NATURE OF BUSINESS
There has been no change in the nature of the business of the company
during the financial year 20232024.
7. SHARE CAPITAL OF THE COMPANY
The paid up equity share capital as at 31st March, 2024 was Rs.
1,59,94,320/- divided into 15,99,432 equity shares, having face value of Rs. 10/- each
fully paid up.
During the year under review, the Company has issued 20,91,249
Convertible Equity Warrants. Where out of 20,91,249 Convertible Equity Warrants, Board of
Directors of the Company through resolution by circulation on 02nd April,2024 had
considered and approved the conversion of 7,33,488 Equity Warrants upon receipt of 25% of
the issue price from the allottees.
Whereas, 13,57,761 warrants shall remain pending for conversion which
can only be converted into equity shares upon payment of balance 75% of the warrant
amounts as per issue price per warrant within 18 months from the date of warrant
allotment.
8. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company, as required under Regulation 34 read with Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as 'Listing Regulations') and as approved by the Board of
Directors, is provided in a separate section and forms an integral part of this Report.
9. ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the
Annual Return for the year ended 31st March, 2024 can be accessed on the Company's website
at https://www.omegainteractive.net/.
10. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiaries, joint ventures or associate
companies.
11. PUBLIC DEPOSITS
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
during the year under review.
12. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the Annual Accounts for the year ended
31st March, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. That the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for that period;
c. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
d. The Annual Accounts have been prepared on a going concern basis;
e. That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
f. That the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
13. CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20,
21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46
and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share
Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five
Crores, as on the last day of the previous financial year.
As on the last day of the previous financial year, the paid up Share
Capital and Net worth of the Company was below the threshold limits stated above, thereby
presently the Company is not required to comply with the above provisions of Corporate
Governance. Accordingly, the Report on Corporate Governance and Certificate regarding
compliance of conditions of Corporate Governance are not made a part of the Annual Report.
14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information under Section 134(3)(m) of The Companies Act, 2013, read
with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under
review are as follows:
Conservation of Energy
a) Steps taken or impact on conservation of energy - The Operations of
the Company do not consume energy intensively. However, Company continues to implement
prudent practices for saving electricity and other energy resources in day-to-day
activities.
b) Steps taken by the Company for utilizing alternate sources of energy
- Though the activities undertaken by the Company are not energy intensive, the Company
shall explore alternative sources of energy, as and when the necessity arises.
Technology Absorption
a) The efforts made towards technology absorption - The Company
continues to take prudential measures in respect of technology absorption, adaptation and
take innovative steps to use the scarce resources effectively.
b) In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) - Not Applicable
The Particulars of Foreign Exchange and Outgo for the year under review
are: (Rs. in Lakhs)
| PARTICULARS |
31st MARCH, 2024 |
31st MARCH, 2023 |
| FOREIGN EXCHANGE EARNING |
NIL |
NIL |
| FOREIGN EXCHANGE OUTGOING |
NIL |
NIL |
15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The requisite details in respect of employees of the Company required
pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as "Annexure I" and forms an integral part of this
report.
16. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required by Regulation 34(2) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow
Statement is appended.
As the Company does not have any Subsidiary Company or Associate
Company or Joint Venture Company, it is not required to publish Consolidated Financial
Statement.
17. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (l)(b) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS:
During the financial year 2023-24, there were changes in the
composition of board of directors of the company:
| SR NO DESIGNATION |
APPOINTMENT/RESIGNATION OF DIRECTORS |
| 1 Non-Executive Director |
Ms. Divya Savjibhai Thakor (w.e.f. 24/03/2023) |
| 2 Executive Director |
Mr. Arun Kumar (w.e.f 24/03/2023) |
| 3 Additional Non Executive Independent Director |
Mr. Pankaj Baid (w.e.f 24/03/2023) |
KEY MANAGERIAL PERSONNEL:
| SR. NO. DESIGNATION |
CHANGE IN KMP |
Event |
| 1 Company Secretary |
Ms. Neha Gupta, having Membership No. 37355 |
Appointed on 08/07/2022 Resigned on 26/10/2023 |
| 2 Chief Financial Officer |
Mr. Ashutosh Chhawchharia |
Appointed on 14/08/2023 |
The Board received a declaration from all the directors under Section
164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the
directors of the company is disqualified under the provisions of the Companies Act, 2013
("Act") or under the SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015.
Also, the Board appointed Mr. Ankit Bhojak as Compliance Officer and
Company Secretary of the Company after closure of Financial Year 2023-24, i.e., 14th June,
2024 in place of resigning Company Secretary Ms. Neha Gupta.
RESIGNATION OF DIRECTORS
The following directors have resigned from the company during the year:
| SR. NO. DESIGNATION |
NAME OF DIRECTORS |
Date of Cessation |
| 1 Non-Executive Director Independent |
Mr. Anuj Surana |
Resigned with effect from Close of business hours of 13th
October, 2023 |
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and Articles of
Association of the Company, Mr. Arun Kumar, Executive Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment and your Board recommends his re- appointment.
As stipulated under the Regulation 36 of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General
Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief
resume of the Directors proposed to be appointed/re- appointed are given in the Notice
convening the Annual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL
During the year under review, there was change in Key Managerial
Personnel of the company as mentioned in above and accordingly, at present, the following
are the Key Managerial Personnel of the company:
| SR NO DESIGNATION |
NAME OF THE DIRECTORS |
| 1 Company Secretary & Compliance Officer |
Ms. Neha Gupta (w.e.f 08/07/2022 to 26/10/2023) |
| 2 Chief Financial Officer |
Mr. Ashutosh Chhawchharia (w.e.f 14/08/2023) |
| 3 Company Secretary & Compliance Officer |
Mr. Ankit Bhojak (w.e.f., 14/06/2024) |
19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Your Company has 1 (One) Independent Directors as on the date of this
meeting. All the Independent Directors have given necessary declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
20. STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT
DIRECTORS
The Company has received declarations from all the Independent
Directors regarding their Integrity, Expertise and Experience.
21. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. A tentative annual calendar
of the Board and Committee Meetings is informed to the Directors in advance to facilitate
them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of Directors and Committees is given well in
advance to all the Directors of the Company. The agenda of the Board / Committee meetings
is circulated not less than 7 days prior to the date of the meeting. The agenda for the
Board and Committee meetings includes detailed notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision.
During the year under review, 06 (Six) Board Meetings were convened and
the intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
| NAME OF THE DIRECTOR |
CATEGORY |
NUMBER OF MEETINGS WHICH DIRECTOR WAS
ENTITLED TO ATTEND |
MEETINGS ATTENDED |
| Mr. Pankaj Baid |
Independent Director |
6 |
6 |
| Ms. Divya Savjibhai Thakor |
Non-Executive Director |
6 |
6 |
| Mr. Arun Kumar |
Executive Director |
6 |
6 |
| Mr. Anuj Surana |
Additional Independent Director |
3 |
3 |
22. SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of
the Companies Act, 2013, a separate meeting of the Independent Directors of the Company
was held on 5th September, 2023 to review, among other things, the performance of
non-independent directors and the Board as whole, evaluation of the performance of the
Chairman and the flow of communication between the Board and the management of the
Company.
23. COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
During the financial year 2023 -2024, (4) meetings of Audit Committee
were held on 19th May, 2023; 14th August, 2023; 10th November, 2023; and 14th February,
2024.
The table below highlights the attendance of the Members of the
Committee. The requisite quorum was present at all the Meetings.
| NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
| Mr. Pankaj Baid |
CHAIRMAN |
4 |
| Mrs. Divya Thakor |
MEMBER |
4 |
| Mr. Arun Kumar |
MEMBER |
4 |
The Company Secretary has acted as the Secretary to the Committee.
All the recommendations made by the Audit Committee were accepted by
the Board of Directors. The terms of reference of the Audit Committee shall include but
not limited to the following:
a) To recommend the appointment/re-appointment/ re-placement and terms
of appointment of the Auditors of the Company.
b) To review and monitor Auditor's independence and performance and
effectiveness of audit process.
c) To review with the Management the Quarterly Financial Results before
submission to the Board for approval.
d) Review the adequacy of internal control system. Finding of any
internal investigations by the internal auditors in to matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the Board.
e) Approval or any subsequent modification of transactions of the
Company with related parties.
f) Reviewing the Company's risk management policy.
g) To scrutinize inter-corporate loans and investments made by the
Company.
h) To evaluate the Internal Financial Controls and Risk Management
Systems.
i) To carry out valuation of undertakings and the assets of the
Company, wherever it is necessary.
j) To review, with the management, performance of Statutory and
Internal Auditors, adequacy of the Internal Control System.
k) To review the functioning of the Whistle Blower Mechanism.
l) To approve appointment of Chief Financial Officer after assessing
the qualifications, experience and background etc. of the candidate.
m) To carry out any other function, as may be assigned to Audit
Committee pursuant to any amendments to the Listing Regulations and the applicable
provisions of the Act.
n) To oversee the Company's financial reporting process and disclosure
of the financial information to ensure that the financial statements are correct,
sufficient and creditable.
o) To review the following information/document:
4- Management Discussion and Analysis of financial condition and
results of operation;
4- Statement of significant related party transactions (as defined by
the Audit Committee), submitted by management;
4 Management letter/letters of internal control weakness issued by the
Statutory Auditors;
i- Internal audit reports relating to internal control weakness;
4- Quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the
Listing Regulations.
During the financial year 2023-24, 4(Four) meetings of NRC were held on
19th May, 2023; 14th August, 2023; 10th November, 2023; and 14th February, 2024.
The table below highlights the attendance of the Members of the
Committee. The requisite quorum was present at the Meeting.
| NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
| Mr. Pankaj Baid |
CHAIRPERSON |
4 |
| Ms. Divya Thakor |
MEMBER |
4 |
| Mr. Arun Kumar |
MEMBER |
4 |
The Company Secretary has acted as the Secretary to the Committee.
The broad terms of reference of the NRC, as approved by the Board, are
in compliance with Section 178 of the Companies Act, 2013 which are as follows:
a] To lay down criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board of Directors a policy
relating to the remuneration of the Directors, Key Managerial Personnel and other
employees.
b] To formulate a criteria for evaluation of performance of Independent
Directors and the Board of Directors.
a) To recommend remuneration to be paid to a Director for any service
rendered by him to the Company which are of a professional nature and provide an opinion,
whether such Director possess the requisite qualification for the practice of such
profession.
b) To identify persons who are qualified to become Directors and who
may be appointed in Senior Management in accordance with the criteria laid down, and
recommend to the Board of Directors their appointment and removal.
c) To decide whether to extend or continue the term of appointment of
the Independent Director, on the basis of the report of performance evaluation of
Independent Directors.
d) To recommend to the Board the appointment and removal of the
Directors, including Independent Directors.
e) Carrying out functions as delegated by the Board of Directors from
time to time.
The Board of Directors has framed "Remuneration and Nomination
Policy" which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The said Policy is uploaded on
the website of the company i.e. www.omegainteractive.net.
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
During the financial year 2022-23,04 (Four) meetings of SRC were held
on 19th May, 2023; 14th August, 2023; 10th November, 2023; and 14th February, 2024.
The table below highlights the attendance of the Members of the
Committee. The requisite quorum was present at the Meeting.
| NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
| Mr. Pankaj Baid |
CHAIRPERSON |
4 |
| Ms. Divya Thakor |
MEMBER |
4 |
| Mr. Arun Kumar |
MEMBER |
4 |
The Company Secretary has acted as the Secretary to the Committee.
Stakeholders Relationship Committee is empowered to oversee the
Redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of
annual reports, non-receipt of declared dividends, issue of duplicate certificates,
transmission/demat / remat of shares and other miscellaneous grievances.
The detailed particulars of Stakeholders complaints handled by the
Company and its Registrar & Share Transfer Agent during the year 2023-24 are as under:
| NATURE OF COMPLAINTS |
OPENING AT THE BEGINNING OF YEAR |
RECEIVED DURING THE YEAR |
REDRESSED |
ALIGN='RIGHT'>PENDING AT THE END OF YEAR
| Non-receipt of Share Certificate |
NIL |
NIL |
|
NIL |
| Non-receipt of Dividend/ Interest/ Redemption Warrant |
NIL |
NIL |
|
NIL |
| Non-receipt of Annual Report |
NIL |
NIL |
— |
NIL |
| Others |
NIL |
NIL |
- |
NIL |
24. ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 the company has implemented a system of evaluating performance of the
Board of Directors and of its Committees and individual directors on the basis of
evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI
(LODR) Regulations, 2015.
Accordingly, the Board has carried out an evaluation of its performance
after taking into consideration various performance related aspects of the Board's
functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, remuneration, obligations and governance. The performance
evaluation of the Board as a whole was carried out by the Independent Directors in their
meeting.
Similarly, the performance of various committees, individual
Independent Directors was evaluated by the entire Board of Directors (excluding the
Director being evaluated) on various parameters like engagement, analysis, decision
making, communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance
of the Board, its committees and individual directors.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors and Non-Executive Director. The
Board of Directors expressed their satisfaction with the evaluation process.
25. DIRECTORSTRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate
induction programme for new Director(s) and ongoing training for existing Directors. The
new Director(s) are introduced to the Company culture, through appropriate training
programmes. Such kind of training programmes helps develop relationship of the directors
with the Company and familiarize them with Company processes.
The management provides such information and training either at the
meeting of Board of Directors or at other places.
The induction process is designed to:
- build an understanding of the Company's processes and
- fully equip Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out
in detail, the terms of appointment, duties, responsibilities and expectations from them.
26. DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors' report, no fraud u/s 143 (12) reported by the auditor.
27. AUDITORS
M/S Desai Saksena & Associates, Chartered Accountants, Mumbai
having Firm Registration No. 102358W, were appointed as Statutory Auditors of the Company
for a term of 05 (Five) years from the conclusion of 28th AGM until the conclusion of 33rd
AGM of the Company on such remuneration as may be mutually between the Auditors and the
Board of directors of the Company.
Notes on financial statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
The Auditor's Report does not contain any qualification, reservation or
adverse remark except mentioned below;
| Modified qualification |
Management Reply |
| The Company has exceeded the borrowing limits beyond the
limits specified under Section 180 (1) (c) and other applicable Provisions of Companies
Act, 2013 |
Borrowings in the financials are considered to be Short Term
Loans and Borrowings or Temporary Loans and hence do not violate section 180 (1) (c ) of
Companies Act, 2013. |
| The Company has given the loans and advances in the nature of
loan exceeding the limit specified under section 186 of the Companies Act, 2013 |
Loans and Advances standing in Financials are advances given
to customer in lieu of business and advance given to expand business. The ageing of the
same does not exceed 6 months and the same will be settled during the year. Management
shall pass resolution for the same in upcoming General Meeting if necessary. |
| The Company has not made the appointment of Company Secretary
as at balance sheet date. |
The Company was in search of suitable candidates and on the
finding such candidates the company has made the appointment of Company Secretary. |
(II) INTERNAL AUDITOR AND ITS REPORT
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and the rules made thereunder the board has re-appointed M/s. B A Bedawala & Co.,
Chartered Accountants, Ahmedabad as Internal Auditor on 14th February, 2024 for the
financial year 2023-2024 at remuneration to be decided mutually between the board of
directors and the Auditors including reimbursement of out of pocket expenses, if any,
incurred during the course of audit.
(III) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed M/s. Mukesh J & Associates, Company Secretaries, Ahmedabad,
Gujarat on 14th February, 2024 to conduct Secretarial Audit for the year ended on 31st
March, 2024.
Secretarial Audit Report issued by M/s. Mukesh J. & Associates,
Company Secretaries in Form MR- 3 is annexed herewith forms as an integral part of this
Report.
The Secretarial Auditors have notified certain comments for
non-complying in timely manner on certain SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 and Companies Act, 2013 compliances as mentioned below:
| Modified qualification from Secretarial Auditor |
Management Reply |
| The Composition of Board is not duly constituted as required
under section 203 of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations,
2015; |
The Management herewith clarifies that as our company is
undergoing change in management structure and restructuring of work and related procedural
formalities; therefore, it is under the process of finding suitable and long term
executives who shall give proper shape and guidance to the vision and mission of our
company. Thus, as a result of the same; the board structure requirement was not met;
however, the company ensures to duly fulfil the said compliance requirement in an
expedious manner so as to avoid any aspect of non-compliance in future. |
| As required under Regulation 6 (1) SEBI LODR Regulations,
2015 Any vacancy in the Office of a Company Secretary shall be filled by the listed entity
at the earliest and in any case not later than three months from the date such vacancy,
However, the Company has not filled up casual vacancy of Compliance Officer within the 3
months from the date of such vacancy. |
The management herewith clarifies that as the company was in
search of a suitable candidate for the said designation; therefore; there resulted a delay
in the appointment of the Company Secretary in the Company. |
| As required under Regulation 17(1E) of the SEBI (LODR)
Regulations, 2015, Any vacancy in the office of a director shall be filled by the listed
entity at the earliest and in any case not later than three months from the date such
vacancy, However, the Company has not filled up casual vacancy of Independent Director
within three from the date of such vacancy created by resignation of independent Director. |
Furthermore, as on date; the company has appointed a
Qualified Company Secretary in compliance with requirement laid down under Regulation 6(1)
of SEBI(LODR) Regulations, 2015. |
| As required under Regulation 30 of the SEBI (LODR)
Regulations, 2015, Proceedings of Annual General Meeting of the Company shall be disclosed
within 12 hours, However the Company has not disclosed Proceedings of Annual General
Meeting of the Company within 12 Hours. |
The management hereby clarifies that; as the company was in
search of suitable candidate for the said designation; there resulted a delay in
compliance with the said regulation. Moreover; the management assures that with due
compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015; it shall ensure that
all other non-compliances forming part thereof are made good by the company. |
| As required under Regulation 47 of the SEBI (LODR)
Regulations, 2015, the notice given to shareholder by advertisement, however the company
has not given any advertisement for the EGM held during the year. |
The management clarifies that the proceedings of the AGM was
filed in delayed manner due to short business hours during festive time of Milad
un-Nabi/ld-e-Milad; therefore, it caused an inadvertent delay in submission of proceedings
of Annual General Meeting (AGM) held on 29.09.2023. However, the Company had submitted the
proceedings of AGM within 24 hours instead of 12 hours. Furthermore; the management
assures that it will be more careful in future and would further like to state that the
Company has been regular in adhering to the compliances under the Listing Regulations and
other applicable laws. |
| The Company had not maintained the SDD Software during the
year. |
The management clarifies that it had inadvertently failed to
submit the advertisement of EGM notice dispatched to shareholders of the company.
Furthermore, it has ensured that appropriate measure will be taken to ensure timely
compliance of all applicable regulations in future. |
| The Company has passed the resolution for Shifting RO from
State of Maharashtra to State of Gujarat in last AGM, however the company was failed to
shift the registered office in last one year. |
The management herewith informs that the company has
installed the SDD software in accordance with the requirements of the Insider Trading
Regulations and the SEBI norms and had duly made all applicable entries in the said
software as per the requirement of the Regulations. |
| Further the company has received notice from ROC for not
maintaining the registered office as per the requirement of Companies Act, 2013 |
However, as stated earlier, due to change in management of
the company and the resulting changes in the working structure of the company; the company
was not able to enter some of the entries in the SDD software in a timely manner.
Moreover, now the company has aligned appropriate action plan to ensure compliance with
said regulations. |
| The Company has given the loans and advances in the nature of
loan exceeding the limit specified under section 186 of the Companies Act, 2013 |
The management herewith informs that due to change in
management and restructuring of other procedural and work related requirements of the
company; the above stated resolution was not executed as forecasted by the management.
However, the company is clear with its intent of changing RO from State of Maharashtra to
the |
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State of Gujarat and accordingly, it has put up the said
agenda again in its ensuing AGM for approval of its shareholders. |
|
The Company has passed the resolution in the Annual General
Meeting held on September 29,2023 to shift the registered office of the Company from the
State of Maharashtra To "State Of Gujarat" due to change in management of the
Company. |
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Currently The Registered office of the Company is situated in
the "State of Maharashtra" E-308, Crystal Plaza, New Link Road, Opp. Infinity
Mall, Andheri (West) Mumbai MH 400053 IN. The Company has shifted its Corporate Office
from Maharashtra to Gujarat and in the process to shift of registered office to the other
location in Gujarat that will increase the effectiveness in corporate functioning of the
Company. The process for registered office shifting is filed and is under process. |
|
Furthermore, on the date of Surprise Visit, the management
was present at Gujarat office and is frequently travelling to and forth from Gujarat to
Maharashtra and back due to business operations. |
|
Loans and Advances standing in Financials are advances given
to customer in lieu of business and advance given to expand business. The ageing of the
same does not exceed 6 months and the same will be settled during the year. Management
shall pass resolution forthesame in upcoming General Meeting if necessary. |
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is defined by the Audit Committee. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Function monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.
Based on the internal audit function, the Company undertakes corrective
action in their respective areas and thereby strengthens the control system. Significant
audit observations and recommendations along with corrective actions thereon are presented
to the Audit Committee of the Board.
29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As the Company is not having net worth of rupees five hundred Crores or
more, or turnover of rupees one thousand Crores or more or a net profit of rupees five
Crores or more during previous financial year,
The Company is not required to comply with the provisions of Section
135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and
undertaking of Social Expenditure as required under the said Section.
30. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
As Company does not have any Subsidiaries or Associates Companies or
Joint ventures, it is not required to give disclosure in Form AOC-1 Pursuant to first
proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules,
2014.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism/Whistle Blower
Policy to report genuine concerns, grievances, frauds and mismanagements, if any. The
Vigil Mechanism/Whistle Blower Policy has been posted on the website of the Company.
32. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis and in the ordinary course of business and
were in compliance with the applicable provisions of the Act and the Listing Regulations.
There were no materially significant Related Party Transactions made by
the Company with Promoters, Directors, Key Managerial Personnel which may have a potential
conflict with the interest of the Company at large. All Related Party Transactions are
placed before the Audit Committee for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are repetitive in nature.
A statement of all Related Party Transactions is placed before the
Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions, if any. The Company has adopted a Related Party
Transactions Policy.
The details have been enclosed pursuant to clause (h) of subsection (3)
of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules 2014 - 'AOC-2'- Annexure II.
33. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS BY THE
COMPANY
During the year under review, the company has not given any
guarantees/securities or made investments covered under Section 186 of the Companies Act,
2013. The details of the loans given by the Company have been disclosed in the notes to
the financial statements.
34. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the
Company for the financial year ended 31st March, 2024.
35. DEPOSITORY SERVICES
The company's equity shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also the Central
Depository Services (India) Limited (CDSL). As a result the investors have an option to
hold the shares of the Company in dematerialized form in either of the two Depositories.
The company has been allotted ISIN No. INE113B01029.
Shareholders are therefore requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom they have their
Demat Accounts to get their holdings converted in electronic form.
36. CODE OF CONDUCT
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of business ethics. In
recognition thereof, the Board of Directors has implemented a Code of Conduct for
adherence by the Directors, Senior Management Personnel and Employees of the company. This
will help in dealing with ethical issues and also foster a culture of accountability and
integrity.
All the Board Members and Senior Management Personnel have confirmed
compliance with the Code.
37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS
There were no significant or material orders passed by the regulators
or courts impacting the going concern status of the company and its future operations.
38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which occurred during between the end of the financial
year to which the financial statements relate and the date of this report.
During the year under review, the Company has issued 20,91,249
Convertible Equity Warrants. Where out of 20,91,249 Convertible Equity Warrants, Board of
Directors of the Company through resolution by circulation on 02nd April,2024 had
considered and approved the conversion of 7,33,488 Equity Warrants upon receipt of 25% of
the issue price from the allottees.
Whereas, 13,57,761 warrants shall remain pending for conversion which
can only be converted into equity shares upon payment of balance 75% of the warrant
amounts as per issue price per warrant within 18 months from the date of warrant
allotment.
Also, consent of the members of the company had been accorded to shift
the registered office of the Company from the State of Maharashtra to "State of
Gujarat".
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance to Section 177 of the Companies Act, 2013, the Company has
adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.
The Company promotes ethical behavior in all its business activities
and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a
whistle blower policy wherein the employees are free to report violations of laws, rules,
regulations or unethical conduct to their immediate supervisor or such other person as may
be notified by the management to the employees / workers.
The mechanism also provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provide for
direct access to the Chairperson of the Audit Committee in the exceptional cases.
The confidentiality of those reporting violation is maintained and they
are not subjected to any discriminatory practice.
However, no violation of laws or unethical conduct etc. was brought to
the notice of the Management or Audit Committee during the year ended 31st March, 2024.
We affirm that during the financial year 2023-24, no employee or
director was denied access to the Audit Committee.
40. RISK MANAGEMENT POLICY
According to the Directors of the Company, elements of risk that could
threaten the existence of the Company are very minimal. Hence, no separate risk management
policy is formulated by the Company.
41. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company was not required to constitute an Internal Complaint
Committee as required under Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder as the
company has not employ(ed) 10 or more employees at any time during the financial year
2023-24.
Further, the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual
harassment were not applicable to the company during the review period.
42. LISTING
The Company's Equity Shares are listed on BSE Limited. The company has
paid listing fees to BSE Limited up to 31st March, 2024 and has complied with all the
required formalities.
The trading in shares of the company on the Stock Exchange has resumed
during the year.
43. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The company has in place adequate, internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The company has adopted accounting policies, which are
in line with the accounting standards and the Companies Act, 2013.
44. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Acts & Rules framed thereunder either to the
Company or to the Central Government.
45. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
46. SAFETY, ENVIRONMENT CONTROL AND PROTECTION
The Company is aware of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner, so
as to ensure safety of all concerned, compliances, environmental regulations and
preservation of natural resources.
47. DISCLOSURE ON MAINTENANCE OF COST RECORDS
Maintenance of Cost Records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the
company.
48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE 2016
During the year under the review, there were no applications made or
proceedings pending in the name of the company under the insolvency and bankruptcy code,
2016.
49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under the review, there has been no one time settlement
of loans taken from banks and financial institutions.
50. GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company
under ESOS.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company operations in
future.
51. APPRECIATION
Your Directors would like to extend their sincere appreciation to the
Company's shareholders, vendors and stakeholders including banks, who have extended their
valuable sustained support and encouragement during the year under review.
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